Liquidation preference refers to a clause that determines the priority order in which a company's stakeholders, particularly investors, are paid back in the event of a liquidation or sale of the company. It means that certain investors, usually those who have invested more money in the company, get their money back first before others, safeguarding their investment.
Full definition
If they had simply invested through preferred stock and received the industry - standard 1.0
X liquidation preference they would have gotten every dollar back.
Common equity classes are considered to be a call option with a claim on equity value at an exercise price equal to the aggregate
liquidation preferences for the preferred equity classes.
The entity getting screwed on this term are the founders, who now have a
greater liquidation preference hanging over their heads than the dollars invested by the angels.
This protection is known as a
1X liquidation preference, because it covers the dollars invested on a one - to - one basis, and it's completely standard.
His personal stake in the company — a block of stock that had been worth millions of dollars on paper — was now effectively worthless because of
liquidation preferences on preferred shares given to outside investors.
a semi-annual cash dividend of $ 2,525.00 per share on SunTrust's Perpetual Preferred Stock, Series G ($ 100,000
liquidation preference per share).
[update: Adeo thought that I hadn't quite explained easily enough why this creates a
3x liquidation preference so I agreed to expand.
You call the company and learn that this is precisely what you are due, because you held common stock while the venture - capital investors invested $ 50 million with a
2X liquidation preference.
To begin, let's assume a startup is raising a $ 250,000 Seed round (the first money that it has raised) at a $ 1,000,000 «pre-money valuation» (i.e. pre-fundraise valuation) through the issuance of preferred stock and does not have — or will have — any outstanding debt or later investors who also
receive liquidation preferences.
Institutional venture capital investors generally invest in voting preferred shares with a
fixed liquidation preference and the right to convert such shares into common shares (as a tool to access unlimited investment returns).
If the investor wants a
better liquidation preference, he simply fills in a field or checks a different box, and if the Company disagrees, they uncheck that box.
Citigroup also announces that it expects to complete a further exchange with the U.S. Government of $ 12.5 billion in
aggregate liquidation preference of Citigroup preferred stock, and that in aggregate, approximately $ 58 billion in aggregate liquidation value of preferred and trust preferred securities will have been exchanged to common stock as a result of the completion of all the exchange offers.
If you want an excellent further primer please see this excellent post on the «
liquidation preference overhang» by José Ancer in which he gives even more math and the solution options.
«If this note converts at a price higher than the cap that you have been given you agree that in the conversion of the note into equity you agree to allow your stock to be converted such that you will receive no more than a 1x
non-participating liquidation preference plus any agreed interest.»
Although as one of the important take aways, I was surprised how complicated a capital structure of a succesful start - up can be after several rounds of funding with
different liquidation preference rights, convertible debt elements etc..
So when you raise that up round on your Series A of $ 3 million at $ 12 million pre (that investor got 20 % of the company and has a
1x liquidation preference) my stock converts into that same security.
It is worth keeping in mind that the very large valuations that are typically attributed to not - yet - public companies tend to be based on convertible preferred investments that (1) are small relative to the headline valuation number and (2) often come
with liquidation preferences and anti-dilution protections that protect them against subsequent losses in value.
It would be completely off - market (and offensive) if a venture term sheet entitled the preferred stockholders to, say, a 2.5
x liquidation preference.
«Preferred shares» is the legal term that typically refers to a class of the corporation's shares that includes a
fixed liquidation preference, required to be paid in priority to any payment on the common shares.